U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-Q SB

               [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

                                       OR

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM ____________ TO ___________

                          Commission File No. 333-51414



                           Rubicon Medical Corporation
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


          Delaware                                           87-0361403
--------------------------------                        -------------------
(State or other jurisdiction of                            (IRS Employer
 incorporation or organization)                         Identification No.)


3598 West 1820 South, Salt Lake City, UT                      84104
-----------------------------------------                  -----------
(Address of principal executive offices)                    (Zip Code)

         Issuer's telephone number, including area code: (801) 886-9000



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                                 YES [X] NO [ ]


The Issuer had 54,773,334 outstanding shares of common stock on March 31, 2004

<PAGE>


                           Rubicon Medical Corporation


                                      INDEX


PART I.                                                                  Page

FORWARD LOOKING  INFORMATION                                               1

Item 1. Financial Statements

  Consolidated Balance Sheet - March 31, 2004 (Unaudited)                 F-1

  Consolidated Statement of Operations - Three Months
    Ended March 31, 2004, and 2003 (Unaudited)                            F-2

  Consolidated Statement of Cash Flows - Three Months Ended
    March 31, 2004 and 2003 (Unaudited)                                   F-3

  Notes to Consolidated Financial Statements (Unaudited)                  F-5


Item 2. Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                      2

Item 3. Controls and Procedures                                            5

PART II. OTHER INFORMATION                                                 6


SIGNATURES                                                                 7


EXHIBITS

                                       i
<PAGE>

                           FORWARD LOOKING INFORMATION

         This report contains forward-looking statements as defined in Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements reflect Rubicon's views with respect to future events
based upon information available to it at this time. These forward-looking
statements are subject to certain uncertainties and other factors that could
cause actual results to differ materially from these statements. Forward-looking
statements are typically identified by the use of the words "believe," "may,"
"will," "should," "expect," "anticipate," "estimate," "project," "propose,"
"plan," "intend," and similar words and expressions. Examples of forward-looking
statements are statements that describe the proposed development, testing,
clinical trial and regulatory approval of Rubicon's products, statements with
regard to the nature and extent of competition Rubicon may face in the future,
statements with respect to the sources and need for future financing, and
statements with respect to future strategic plans, goals or objectives.
Forward-looking statements are contained in this report under "Item 2.
Management's Discussion and Analysis or Plan of Operation." The forward-looking
statements are based on present circumstances and on Rubicon's predictions
respecting events that have not occurred, that may not occur, or that may occur
with different consequences and timing than those now assumed or anticipated.
Actual events or results may differ materially from those discussed in the
forward-looking statements as a result of various factors, including the risk
factors discussed in Rubicon's 2003 annual report on Form 10-KSB under the
caption "Description of Business: Risk Factors." These cautionary statements are
intended to be applicable to all related forward-looking statements wherever
they appear in this report. Any forward-looking statements are made only as of
the date of this information statement and Rubicon assumes no obligation to
update forward-looking statements to reflect subsequent events or circumstances.

                                       1
<PAGE>
<TABLE>
<CAPTION>
                                                              RUBICON MEDICAL CORPORATION
------------------------------------------------------------------------------------------

                                         Consolidated Condensed Balance Sheet (Unaudited)
                                                                            March 31, 2004
------------------------------------------------------------------------------------------
Assets
<S>                                                                        <C>
Current assets:
Cash and cash equivalents                                                  $  13,170,000
Prepaid expenses                                                                 139,000
                                                                           -------------

Total current assets                                                          13,309,000

Property and equipment, net                                                      362,000
Intangible assets, net                                                           363,000
                                                                           -------------

                                                                           $  14,034,000
                                                                           =============

-----------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable                                                           $     180,000
Accrued liabilities                                                               51,000
Current portion of long-term debt                                                 42,000
                                                                           -------------

Total current liabilities                                                        273,000

Long-term debt                                                                    44,000
                                                                           -------------

Total liabilities                                                                317,000
                                                                           -------------

Commitments and contingencies                                                          -

Stockholders' equity:
Series A convertible preferred stock, $.001 par value, 1,090,147 shares
  authorized; 1,090,147 shares issued and outstanding
  (Aggregate liquidation preference of $15,000,423)                                1,000
Common stock, $.001 par value, 100,000,000 shares
  shares authorized; 54,773,334 shares issued and outstanding                     55,000
Additional paid-in capital                                                    22,327,000
Deferred compensation                                                           (107,000)
Accumulated deficit                                                           (8,559,000)
                                                                           -------------

Total stockholders' equity                                                    13,717,000
                                                                           -------------

                                                                           $  14,034,000
                                                                           =============



See accompanying notes to consolidated condensed financial statements.               F-1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                               RUBICON MEDICAL CORPORATION

                                 Consolidated Condensed Statement of Operations (Unaudited)
                                                               Three Months Ended March 31,
-------------------------------------------------------------------------------------------


                                                                  2004           2003
                                                              ------------   ------------
<S>                                                           <C>            <C>
Sales, net                                                    $          -   $     12,000
Cost of sales                                                            -              -
                                                              ------------   ------------

Gross profit                                                             -         12,000
                                                              ------------   ------------

Operating expenses:
General and administrative                                       1,661,000        312,000
Research and development                                           593,000        155,000
Depreciation and amortization                                       31,000         12,000
                                                              ------------   ------------

Total operating expenses                                         2,285,000        479,000
                                                              ------------   ------------

Operating loss                                                  (2,285,000)      (467,000)
                                                              ------------   ------------

Other income (expense):
Interest income                                                     57,000          6,000
Interest expense                                                    (1,000)        (8,000)
                                                              ------------   ------------

Total other income (expense)                                        56,000         (2,000)
                                                              ------------   ------------

Loss before benefit
  for income taxes                                              (2,229,000)      (469,000)
                                                              ------------   ------------

Benefit for income taxes                                                 -              -
                                                              ------------   ------------

Net loss                                                      $ (2,229,000)  $   (469,000)
                                                              ============   ============

Loss per common share - basic and diluted                     $      (0.04)  $      (0.01)
                                                              ============   ============

Weighted average shares - basic and diluted                     54,773,000     52,778,000
                                                              ============   ============


-----------------------------------------------------------------------------------------
See accompanying notes to consolidated condensed financial statements.                F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                           RUBICON MEDICAL CORPORATION
                            Consolidated Condensed Statement of Cash Flows (Unaudited)

                                                          Three Months Ended March 31,
--------------------------------------------------------------------------------------


                                                             2004           2003
                                                         ------------   ------------
<S>                                                     <C>            <C>
Cash flows from operating activities:
Net loss                                                $ (2,229,000)  $   (469,000)
Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation and amortization                             31,000         12,000
    Amortization of deferred compensation                      6,000          9,000
    Variable stock option compensation expense               825,000              -
    (Increase) decrease in:
      Accounts receivable                                          -         56,000
      Prepaid expenses                                             -          3,000
    Increase (decrease) in:
      Accounts payable                                       (50,000)      (114,000)
      Accrued liabilities                                     (7,000)         7,000
                                                        ------------   ------------

Net cash used in operating activities                     (1,424,000)      (496,000)
                                                        ------------   ------------

Cash flows from investing activities:
Purchase of intangible assets                                (87,000)       (45,000)
Purchase of property and equipment                          (219,000)        (5,000)
                                                        ------------   ------------

Net cash used in investing activities                       (306,000)       (50,000)
                                                        ------------   ------------

Cash flows from financing activities-
Principal payments on long-term debt                         (11,000)       (89,000)
                                                        ------------   ------------

Net decrease in cash and cash equivalents                 (1,741,000)      (635,000)

Cash and cash equivalents at beginning of period          14,911,000      1,816,000
                                                        ------------   ------------

Cash and cash equivalents at end of period              $ 13,170,000   $  1,181,000
                                                        ============   ============

------------------------------------------------------------------------------------
See accompanying notes to consolidated condensed financial statements.           F-3
</TABLE>
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                      Consolidated Condensed Statement of Cash Flows (Unaudited)
                                                                       Continued
--------------------------------------------------------------------------------

Supplemental Cash Flow Information (unaudited):

During the three months ended March 31, 2004, the Company:

         o        Hired a consultant as an employee resulting in a decrease in
                  deferred compensation and additional paid-in-capital of
                  $42,000

         o        Issued stock options that were recorded as deferred
                  compensation of $32,000. The deferred compensation is being
                  amortized over the vesting period of the stock options.

                                                Three Months Ended
                                                     March 31,
                                         ----------------------------------
                                              2004              2003
                                         ---------------   ---------------

Cash paid during the period for:
                  Interest               $         1,000   $         5,000
                                         ===============   ===============

                  Income taxes           $             -   $         1,000
                                         ===============   ===============

--------------------------------------------------------------------------------
See accompanying notes to consolidated condensed financial statements.       F-4
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                Notes to Consolidated Condensed Financial Statements (Unaudited)
                                                                  March 31, 2004
--------------------------------------------------------------------------------

1.  Interim       The consolidated condensed financial statements for the three
    Financial     months ended March 31, 2004 and 2003 are unaudited. However,
    Statements    management, in its opinion, has made all adjustments
                  (consisting only of normal recurring accruals) necessary to
                  present fairly the financial position, results of operations
                  and cash flows for the periods presented. The consolidated
                  condensed financial statements and notes thereto should be
                  read in conjunction with the consolidated financial statements
                  and notes for the years ended December 31, 2003 and 2002,
                  included in the Company's Form 10KSB filed on March 29, 2004
                  with the Securities and Exchange Commission. The results of
                  operations and cash flows for the period ended March 31, 2004,
                  are not necessarily indicative of results for the year ending
                  December 31, 2004.

2.  Stock-Based   The Company accounts for stock-based compensation under the
    Compensation  recognition and measurement principles of APB Opinion No. 25,
                  Accounting for Stock Issued to Employees, and related
                  interpretations. The Company has adopted SFAS No. 123,
                  "Accounting for Stock-Based Compensation". In accordance with
                  the provisions of SFAS 123, the Company has elected to
                  continue to apply Accounting Principles Board Opinion No. 25,
                  "Accounting for Stock Issued to Employees" ("APB Opinion No.
                  25"), and related interpretations in accounting for its stock
                  option plans. In accordance with APB Opinion No. 25, no
                  compensation cost has been recognized for these plans except
                  for options that have been repriced and are subject to
                  variable accounting. Compensation cost for repriced stock
                  options has been recorded in accordance with FASB
                  Interpretation Number 44, "Accounting for Certain Transactions
                  Involving Stock Compensation". Had compensation cost for these
                  plans been determined based upon the fair value at the grant
                  date consistent with the methodology prescribed under SFAS No.
                  123, the Company's net earnings would have been changed by the
                  following as set forth in the table below:

--------------------------------------------------------------------------------
                                                                             F-5
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                Notes to Consolidated Condensed Financial Statements (Unaudited)
                                                                       Continued
--------------------------------------------------------------------------------

2.  Stock-Based                                         Three Months Ended
    Compensation                                             March 31,
    Continued                                        --------------------------
                                                         2004          2003
                                                     ------------  ------------


                  Net income (loss) - as reported    $ (2,229,000) $   (469,000)
                  Add: Stock-based employee
                  compensation expense included in
                  reported net loss, net of related
                  tax effects                             825,000             -
                  Deduct: Total stock-based employee
                  compensation expense determined
                  under fair value based method for
                  all awards, net of related tax
                  effects                                       -             -
                                                     ------------  ------------

                  Net income (loss) - pro forma      $ (1,404,000) $   (469,000)
                                                     ============  ============

                  Income (loss) per share -
                  as reported                        $       (.04) $       (.01)
                                                     ============  ============

                  Income (loss) per share -
                  pro forma                          $       (.03) $       (.01)
                                                     ============  ============


                  The fair value of each option grant is estimated at the date
                  of grant using the Black-Scholes option pricing model with the
                  following assumptions:

                                                        Three Months Ended
                                                             March 31,
                                                     --------------------------
                                                         2004          2003
                                                     ------------  ------------

                  Expected dividend yield            $          -  $          -
                  Expected stock price volatility             148%           62%
                  Risk-free interest rate                    3.07%          4.5%
                  Expected life of options                 5 years       5 years
                                                     ===========================

                  The weighted average fair value of options granted during the
                  three months ended March 31, 2004 is $.79. There were no
                  options issued during the three months ended March 31, 2003.

--------------------------------------------------------------------------------
                                                                             F-6
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                Notes to Consolidated Condensed Financial Statements (Unaudited)
                                                                       Continued
--------------------------------------------------------------------------------

3.  Loss Per      The computation of basic earnings per common share is computed
    Share         using the weighted average number of common shares outstanding
                  during each year.

                  The computation of diluted loss per common share is based on
                  the weighted average number of shares outstanding during the
                  period plus common stock equivalents which would arise from
                  the exercise of stock options outstanding using the treasury
                  stock method and the average market price per share during the
                  year. Options to purchase 5,968,500 and 3,843,500 shares of
                  common stock at prices ranging from $.14 to $.87 were
                  outstanding at March 31, 2004 and 2003, respectively. Common
                  stock equivalents were not included in the diluted loss per
                  share calculation because the effect would have been
                  antidilutive.

--------------------------------------------------------------------------------
                                                                             F-7
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation
--------------------------------------------------------------------------------

General
-------

Rubicon conducts research and development activities to generate medical
technologies that will be manufactured and marketed worldwide. The primary focus
of our research and development activities is the Rubicon Filter. The Rubicon
Filter is an embolic protection device designed for use in interventional
vascular procedures to reduce embolic complications during stenting. We intend
to use the Rubicon Filter platform to launch additional products for use in
various other areas of the vasculature system.


Results of Operations
---------------------

         Revenue and Profits

The Company had no revenue for the period ending March 31, 2004, compared to
$12,000 for the period ending March 31, 2003. The lack of revenue, coupled with
substantially increased operating expenses in connection with the Rubicon Filter
as discussed below, resulted in a net loss of $2,229,000 for the period ending
March 31, 2004, compared to a net loss of $469,000 for the same period in 2003.

During the quarter ended March 31, 2004, the Company completed initial European
clinical testing of the Rubicon Filter for use in saphenous vein graphs and
expects that CE Mark clearance will be obtained during the third quarter of
2004. In addition, subsequent to the end of the quarter, the Company completed
the initial European clinical testing of the Rubicon Filter for use in carotid
stenting procedures and anticipates obtaining CE Mark approval near the end of
2004. When, and if, CE Mark clearance is obtained for either procedure, we plan
to commence marketing the Rubicon Filter in certain European countries and other
countries where the CE Mark clearance is accepted. Therefore, we anticipate the
Rubicon Filter will begin to generate revenues during 2004, although no
assurances can be given that all of the clinical trials will be completed as
scheduled or that CE Mark clearance will be obtained.

         Operating Expenses

Total operating expenses, which include depreciation and amortization expenses,
general and administrative (G&A) expenses, and expenses for research and
development (R&D), increased to $2,285,000 in the first quarter of 2004,
compared to $479,000 for the same period in 2003. The significant increase in
operating expenses for 2004 was primarily due to the expenses resulting from
variable accounting treatment of the Company's stock options, increased R&D
activities in connection with the Rubicon Filter and increased costs related to
the Company's growth.

         General and Administrative (G&A)

G&A expenses increased to $1,661,000 for the quarter ended March 31, 2004,
compared to $312,000 for the same period in 2003. The increase was primarily due
to a $825,000 non-cash expense related to the Company's stock options. During
the second quarter of 2003, Rubicon re-priced all its outstanding stock options
to a new exercise price of $.22 per share, the then current market price of
Rubicon's common stock, making the options variable stock options for accounting
purposes. Under variable accounting, Rubicon is required to adjust compensation
expense each quarter based on the number of outstanding re-priced options

                                       2
<PAGE>

and the change in the stock price during the period. Subsequent increases or
decreases to compensation expense are dependent upon the fluctuations in the
market price of the Company's common stock. Rubicon's common stock had a market
price of $1.35 on March 31, 2004, which resulted in a $825,000 non-cash
compensation expense for the first quarter 2004, compared to a variable stock
option expense of $0 for the first quarter 2003.

Company growth also contributed to the increase in G&A expenses for the first
quarter 2004, compared to the first quarter of 2003. During the latter part of
2003, the Company experienced the most rapid growth in its history. To support
our current operations, and to provide us with the resources necessary to
conduct clinical trials and sustain our future operations, the Company hired 22
new employees, and moved to a new facility. As a result, salary expenses for
operations, officers, and sales and marketing, increased to $335,000 for the
first quarter of 2004, compared to $131,000 for the same period in 2003.
Furthermore, Sales & Marketing, Quality Assurance and legal expenses increased
by a total of $135,000 in the first quarter of 2004 to $173,000, compared to
$38,000 for same period in 2003.
We expect G&A expenses will continue to increase in the second and third
quarters of 2004, as we continue to expand our operations and begin
manufacturing and distribution of the Rubicon Filter. However, we do not
anticipate that future increases will be as substantial as they have been in the
past.

         Research and Development (R&D)

During the first quarter of 2004, the Company continued with its European
regulatory approval process for the Rubicon Filter. As a result, our investment
in R&D, including salaries and consulting expenses, increased to $593,000 during
the first quarter of 2004, compared to $155,000 for the same period in 2003. We
foresee that this pattern will continue, and spending on research and
development will continue to increase as we move forward with the European
regulatory approval process and work to complete our European studies. In
addition, during the second quarter of 2004, we plan to begin the process of
seeking approval for the use of the Rubicon Filter in the United States. The
costs of conducting clinical trials in the U.S. are expected to be greater than
those associated with the clinical trials in Europe. Therefore, we anticipate
that R&D expenses will increase significantly in the future and may be more than
double the R&D costs incurred in the same periods in 2003. At the present time,
the Company projects that it will invest over six million dollars, over the next
two years, to conduct U.S. Clinical trials. However, the timing of such
expenditures will depend on the completion of the various clinical phases and it
is difficult to predict what portion of such expenses will be incurred in 2004
and what portion will be incurred in 2005.

Liquidity and Capital Resources
-------------------------------

The Company's operations have not generated sufficient cash flows to support our
current cash requirements and we are continuing to use working capital to fund
our expanding operations. As a result, net cash used in operating activities,
including adjustments for depreciation and other non-cash operating expenses,
increased to $1,424,000 for the period ending March 31, 2004, compared to
$496,000 for the same period in 2003. Working capital will continue to be
required to fund our operations until we obtain regulatory approval for the
Rubicon Filter and begin to generate revenues. During the year ending December
31, 2003, Boston Scientific Corporation purchased two million shares of Rubicon
common stock for $2 million and also purchased 1,090,147 shares of Series A
Preferred Stock for $15,000,000, which substantially improved our working
capital. At March 31, 2004, Rubicon's working capital was $13,036,000 compared
to working capital of $1,042,000 at March 31, 2003.

                                       3
<PAGE>

During the first quarter of 2004, Rubicon invested $219,000 in property and
equipment, compared to a $5,000 investment for the same period in 2003. The
Company purchased manufacturing equipment and made leasehold improvements that
will be necessary to support the manufacturing of the Rubicon Filter. We
anticipate additional investments in property and equipment will be required as
we transition the manufacturing of the Rubicon Filter from R&D over to
manufacturing. In addition, during the first quarter of 2004, the Company
invested $87,000 in intangible assets to file for international patents for the
Rubicon Filter, compared to a $45,000 investment for the same period in 2003.

We anticipate that the development of the Rubicon Filter and other technologies
will require a continuing investment in patent related costs as we continue to
improve our technologies and file for additional patents. Furthermore, the
Company plans to apply for additional international patents in other worldwide
markets. Currently, we estimate the total cost to secure additional patent
rights could exceed $500,000. In addition, we plan to make additional investment
in property and equipment over the next several months as we prepare the
facility to meet future manufacturing requirements for the Rubicon Filter.

In addition to the above investing activities, in January the Company issued
40,000 stock options to two persons for consulting services with exercise prices
equal to the market price on the date of grant, that will vest over a five-year
period. The Company used the Black-Scholes option pricing model to estimate the
fair value of the options, and recorded $32,000 in deferred compensation that
will be expensed over the vesting period of the options. During the period
ending March 31, 2004, the Company hired one of its consultants as a full time
employee and reversed $42,000 in deferred compensation that was recorded in
2003. In addition, the Company also recognized $6,000 in consulting expense for
the first quarter of 2004, leaving a deferred compensation balance of $107,000
for the period ending March 31, 2004.

During the period ending March 31, 2004, the Company used cash to reduce its
long-term debt by $11,000 compared to an $89,000 reduction of long-term debt
during the period ended March 31, 2003. The 2003 equity investments by Boston
Scientific have substantially improved our working capital. We believe we have
sufficient working capital to fund our current level of operations for
approximately the next eighteen months, including the anticipated costs
associated with the regulatory approval process for the Rubicon Filter in Europe
and the United States.

Outlook
-------

We believe our success will depend on our ability to obtain regulatory approval
for the Rubicon Filter. We will be unable to market any products in any country
until the necessary regulatory approvals have been obtained. The ongoing
European clinical trials, and the anticipated start of the United States
approval process during the second quarter of 2004, are a crucial step in the
future success of the Company. We now anticipate we will receive CE Mark
clearance for SVG during the third quarter of 2004 and hope to commence
marketing the Rubicon Filter soon thereafter. We also anticipate we will receive
CE Mark clearance for use in carotid stenting procedures near the end of 2004.
However, no assurances can be given that the clinical trials will be completed
in accordance with Rubicon's projections or that CE Mark clearance will be
obtained.

Critical Accounting Policies
----------------------------

Rubicon carries patent rights purchased from outside parties and legal costs
incurred to obtain patents on internally developed technologies at cost, less
accumulated amortization, over the estimated useful lives of the patents.
Rubicon reviews its patent assets for

                                       4
<PAGE>

impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets may not be recoverable through undiscounted future
cash flows. Approximately $363,000 of Rubicon's patent costs at March 31, 2004
are capitalized legal costs incurred to obtain patents related to the Rubicon
Filter. The realization of future cash flows related to these patent costs will
depend on whether Rubicon is able to obtain regulatory approvals for its
products and generate revenue from the sale of those products. Future cash flows
could also result from the sale of patent rights. However, if it is determined
that an impairment loss has occurred based on a lack of sufficient future cash
flows needed to recover the patent costs, such loss will be recognized in the
statement of operations in the period such determination is made.

Off-Balance Sheet Arrangements
------------------------------

Rubicon has not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on its financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures, or capital resources that is material to
investors.


Item 3. Controls and Procedures
-------------------------------

The Registrant's President and CEO, and its Chief Financial Officer (the
"Certifying Officers"), are responsible for establishing and maintaining
disclosure controls and procedures for the Registrant. The Certifying Officers
have concluded (based on the evaluation of these controls and procedures as of
the end of the period covered by this report) that the design and operation of
the Registrant's disclosure controls and procedures (as defined in Rule
15d-15(e) under the Securities Exchange Act of 1934) are effective. No
significant changes were made in the Registrant's internal controls or in other
factors that could significantly affect those controls subsequent to the date of
the evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

                                       5
<PAGE>

Part II. Other Information
--------------------------

Item 1. Legal Proceedings
-------------------------

The Issuer is not a party to any material pending legal proceedings and, to the
best of its knowledge; its properties are not the subject of any such
proceedings.

Item 2. Changes in Securities and Use of Proceeds.
--------------------------------------------------

None. The Issuer did not sell any unregistered securities or repurchase any
securities during the fiscal quarter ended March 31, 2004.

Item 3. Defaults Upon Senior Securities.
----------------------------------------

None.

Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

None.

Item 5.  Other Information.
---------------------------
None.


Item 6. Exhibits and Reports on Form 8-K.
-----------------------------------------

         (a) Exhibits. The following documents are included as exhibits to this
report:

Exhibit   SEC Ref.
 No.         No.        Title of Document                           Location
 ---         ---        -----------------                           --------

31.1        31     Section 302 Certification of                    This Filing
                   Chief Executive Officer

31.2        31     Section 302 Certification of                    This Filing
                   Chief Financial Officer

32.1        32     Section 1350 Certification of                   This Filing
                   Chief Executive Officer

32.2        32     Section 1350 Certification of                   This Filing
                   Chief Financial Officer

                                       6
<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          Rubicon Medical Corporation

Date: May 11, 2004                        By /s/ Richard J. Linder
                                            ----------------------------------
                                            Richard J. Linder
                                            President / Chief Executive Officer
                                            (Principal Executive Officer)



Date: May 11, 2004                        By /s/ Brian C. Woolf
                                            ----------------------------------
                                            Brian C. Woolf
                                            Chief Financial Officer
                                            (Principal Financial Officer)

                                       7